Common use of Adjustment to Cash Consideration Clause in Contracts

Adjustment to Cash Consideration. 5.1 If the Actual Net Current Assets calculated in accordance with schedule 6 and schedule 7 are less than the Required Net Current Assets (Negative Difference), the Cash Consideration shall be reduced following Completion by the amount of the Negative Difference, provided that up to EUR 800,000 (in words eight hundred thousand euros) of the Negative Difference may be repaid by the Seller to the Purchaser, instead of from the Cash Consideration, by the transfer to the Purchaser of the number of Escrowed Consideration Shares which has a total value, as specified in Section 3(a) of the Escrow Agreement, equal to the lower of EUR 800,000 (in words eight hundred thousand euros) and the amount of the Negative Difference. A transfer of such Consideration Shares shall constitute a mutual set-off of the Seller’s obligation to repay the amount of the Negative Difference against the Purchaser’s obligation to pay for the Consideration Shares. 5.2 If the Negative Difference exceeds EUR 800,000 (in words eight hundred thousand euros), the Seller shall repay to the Purchaser the amount of the Negative Difference exceeding EUR 800,000 by a cash payment to the Purchaser. 5.3 If the Actual Net Current Assets exceed the Required Net Current Assets, the Cash Consideration shall be increased following Completion by the amount by which the Actual Net Current Assets exceed the Required Net Current Assets. 5.4 Any payment (and/or transfer of any of the Escrowed Consideration Shares, if applicable) resulting from the adjustment pursuant to clauses 5.1, 5.2 or 5.3 (as applicable) shall be made within twenty (20) Business Days following the day on which either the Purchaser and the Seller agree in writing on the Completion Statement or, in the absence of a written agreement between them, following the day on which the Independent Accountants’ decision as to the Actual Net Current Assets is delivered in writing to the Purchaser and the Seller as contemplated by schedule 6. In case of the transfer of any of the Escrowed Consideration Shares, the Seller and the Purchaser shall jointly instruct the Escrow Agent to release such Escrowed Consideration Shares from escrow. 5.5 The Cash Consideration as adjusted pursuant to clause 5.1 or 5.3 (as applicable) shall be further adjusted following the expiry of 12 months after the date of this agreement by deducting the amount of the trade receivables of the Company shown on the Completion Statement which are not collected and shall remain overdue for more than 12 months after the date of this agreement (the Uncollected Debts). The Uncollected Debts shall be calculated by the Purchaser and notified to the Seller by the Purchaser by a written statement without undue delay following the expiry of 12 months after the date of this agreement. In the event of disagreement notified by the Seller to the Purchaser within fifteen (15) Business Days of the notification of the Purchaser’s calculation to the Seller, the principles agreed in schedule 6 and schedule 7 shall apply mutatis mutandis. 5.6 Any payment resulting from the second adjustment pursuant to clause 5.5 shall be made by the Seller to the Purchaser within twenty (20) Business Days following the day on which the statement of the Uncollected Debts is notified in writing by the Purchaser to the Seller as contemplated by clause 5.5 or, if disputed by the Seller, either (i) the day following the day the Seller and the Purchaser agree on the amount of Uncollected Debt; or (ii) in the absence of such agreement within the period stipulated under paragraph 3(b) of schedule 6 within twenty (20) Business Days following the day on which the matter is decided by the Independent Accountants. 5.7 If any amount of the Uncollected Debts is received by the Company after a payment has been made pursuant to clause 5.6, the Purchaser shall repay an equal sum to the Seller within twenty (20) Business Days following the day on which the payment is received by the Company. 5.8 If either any trade receivables of the Company which have been written off as bad debts, and hence which have not been taken into account in the Completion Statement, or any Uncollected Debts are subsequently received by the Company, the Purchaser shall pay to the Seller a sum equal to the amount, net of any Taxation due, of those trade receivables subsequently received by the Company, within twenty (20) Business Days following the day on which the payment is received by the Company. 5.9 If any specific provision in respect of a liability has been made by the Company and taken into account in the Completion Statement, and that liability does not arise, or does arise but is less than the amount of the relevant provision, the Purchaser shall pay to the Seller a sum equal to the amount, net of any Taxation due, of the amount by which the provision exceeds the relevant liability, within twenty (20) Business Days following the day on which the payment is received by the Company. 5.10 It is acknowledged by the parties that Required Net Current Assets has been set at a level which includes an anticipated amount of EUR 82,505.40 of Tax carry back losses to be utilised in 2009 (the 2009 Carryback). For the avoidance of doubt, the actual amount of the 2009 Carryback shall be agreed or determined in accordance with schedules 6 and 7, as with all other elements of Actual Net Current Assets. 5.11 If, according to the Completion Statement, Actual Net Current Assets (including, for the avoidance of doubt, the agreed or determined amount of the 2009 Carryback) are EUR 900,000 (in words: nine hundred thousand euro) or more, not taking into account an anticipated amount of EUR 99,829 of Tax carry back losses to be utilised in 2010 (the 2010 Carryback), then the amount of the 2010 Carryback, subject to agreement or determination of the actual amount of that 2010 Carryback in accordance with schedules 6 and 7, shall be added as a current asset to Actual Net Current Assets for the purposes of ascertaining the amount of any adjustment pursuant to this clause 5. If Actual Net Current Assets, including, the agreed or determined amount of the 2009 Carryback but not taking into account the 2010 Carryback, are less than EUR 900,000, no account shall be taken of any amount of the 2010 Carryback.

Adjustment to Cash Consideration. 5.1 If the Actual Net Current Assets calculated in accordance with schedule 6 7 and schedule 7 8 are less than the Required Net Current Assets (Negative Difference), the Cash Consideration shall be reduced following Completion by the amount of the Negative Difference, provided that up to EUR 800,000 (in words eight hundred thousand euros) of the Negative Difference may be repaid by the Seller to the Purchaser, instead of from the Cash Consideration, by the transfer to the Purchaser of the number of Escrowed Consideration Shares which has a total value, as specified in Section 3(a) of the Escrow Agreement, equal to the lower of EUR 800,000 (in words eight hundred thousand euros) and the amount of the Negative Difference. A transfer of such Consideration Shares shall constitute a mutual set-off of the Seller’s obligation to repay the amount of the Negative Difference against the Purchaser’s obligation to pay for the Consideration Shares. 5.2 If the Negative Difference exceeds EUR 800,000 (in words eight hundred thousand euros), the Seller shall repay to the Purchaser the amount of the Negative Difference exceeding EUR 800,000 by a cash payment to the Purchaser. 5.3 If the Actual Net Current Assets exceed the Required Net Current Assets, the Cash Consideration shall be increased following Completion by the amount by which the Actual Net Current Assets exceed the Required Net Current Assets. 5.4 5.3 Any payment (and/or transfer of any of the Escrowed Consideration Shares, if applicable) resulting from the adjustment pursuant to clauses 5.1, 5.2 or 5.3 (as applicable) shall be made within twenty (20) Business Days following the day on which either the Purchaser and the Seller Sellers agree in writing on the Completion Statement or, in the absence of a written agreement between them, following the day on which the Independent Accountants’ decision as to the Actual Net Current Assets is delivered in writing to the Purchaser and the Seller Sellers as contemplated by schedule 6. In case of the transfer of any of the Escrowed Consideration Shares, the Seller and the Purchaser shall jointly instruct the Escrow Agent to release such Escrowed Consideration Shares from escrow7. 5.5 5.4 The Cash Consideration as adjusted pursuant to clause 5.1 or 5.3 5.2 (as applicable) shall be further adjusted following the expiry of 12 months after the date of this agreement by deducting the amount of the trade receivables of the Company shown on the Completion Statement which are not collected and shall remain overdue for more than 12 months after the date of this agreement (the Uncollected Debts). The Uncollected Debts shall be calculated by the Purchaser and notified to the Seller Sellers by the Purchaser by a written statement without undue delay following the expiry of 12 months after the date of this agreement. In the event of disagreement notified by the Seller Sellers to the Purchaser within fifteen (15) Business Days of the notification of the Purchaser’s calculation to the SellerSellers, the principles agreed in schedule 6 7 and schedule 7 8 shall apply mutatis mutandis. 5.6 5.5 Any payment resulting from the second adjustment pursuant to clause 5.5 5.4 shall be made by the Seller Sellers to the Purchaser within twenty (20) Business Days following the day on which the statement of the Uncollected Debts is notified in writing delivered by the Purchaser to the Seller Sellers as contemplated by clause 5.5 5.4 or, if disputed by the SellerSellers, either (i) on a date mutually agreed by the day following the day the Seller Sellers and the Purchaser agree on the amount of Uncollected DebtPurchaser; or (ii) in the absence of such agreement within the period stipulated under paragraph point 3(b) of schedule 6 7 within twenty (20) Business Days following the day on which the matter is decided by the Independent Accountants... 5.7 5.6 If any amount of the Uncollected Debts is received by the Company after a payment has been made pursuant to clause 5.65.5, the Purchaser shall promptly repay an equal sum to the Seller Sellers within twenty (20) Business Days following the day on which the payment is received by the Company. 5.8 5.7 If either any trade receivables of the Company which have been written off provided for as bad debts, and hence which have not been taken into account in the Completion Statement, or any Uncollected Debts are subsequently received by the Company, the Purchaser shall pay to the Seller Sellers a sum equal to the amount, net of any Taxation due, of those trade receivables subsequently received by the Company, within twenty (20) Business Days following the day on which the payment is received by the Company. 5.9 5.8 If any specific provision in respect of a liability has been made by the Company and taken into account in the Completion Statement, and that liability does not arise, or does arise but is less than the amount of the relevant provision, the Purchaser shall pay to the Seller a sum equal to the amount, net of any Taxation due, of the amount by which the provision exceeds the relevant liability, within twenty (20) Business Days following the day on which the payment is received by the Company. 5.10 It is acknowledged by the parties that Required Net Current Assets has been set at a level which includes an anticipated amount of EUR 82,505.40 of Tax carry back losses to be utilised in 2009 (the 2009 Carryback). For the avoidance of doubt, the actual amount of the 2009 Carryback shall be agreed or determined in accordance with schedules 6 and 7, as with all other elements of Actual Net Current Assets. 5.11 If, according to the Completion Statement, Actual Net Current Assets (including, for the avoidance of doubt, the agreed or determined amount of the 2009 Carryback) are EUR 900,000 (in words: nine hundred thousand euro) or more, not taking into account an anticipated amount of EUR 99,829 of Tax carry back losses to be utilised in 2010 (the 2010 Carryback), then the amount of the 2010 Carryback, subject to agreement or determination of the actual amount of that 2010 Carryback in accordance with schedules 6 and 7, shall be added as a current asset to Actual Net Current Assets for the purposes of ascertaining the amount of any adjustment pursuant to this clause 5. If Actual Net Current Assets, including, the agreed or determined amount of the 2009 Carryback but not taking into account the 2010 Carryback, are less than EUR 900,000, no account shall be taken of any amount of the 2010 Carryback.

Adjustment to Cash Consideration. 5.1 If In arriving at the Actual Net Current Assets calculated Cash Consideration set forth in accordance with schedule 6 Section 4.2 above and schedule 7 are less than the Required Net Current Assets royalty payments set forth in the Education Market License (Negative Differencecollectively, the "Purchase Price"), the Cash Consideration parties have attempted to make a reasonable and good faith allocation of value between the assets and business being sold or transferred to Buyer under this Agreement (the "Sold Business") and the assets and business being retained by Seller (the "Retained Business"). However, neither party is entirely comfortable that the Purchase Price properly reflects the appropriate allocation of value between the Sold Business and the Retained Business. Therefore, Seller and Buyer hereby agree that the Purchase Price shall be reduced following Completion by adjusted as set forth below in the amount event there is an acquisition, merger, or sale of all or substantially all of the Negative Difference, provided that up to EUR 800,000 stock or assets (in words eight hundred thousand eurosthe "Acquisition") of the Negative Difference may be repaid by Sold Business or Retained Business within the Seller to time period set forth below: (a) In the Purchaser, instead event of from the Cash Consideration, by the transfer to the Purchaser an Acquisition of the number Sold Business, Buyer or its successor shall have the option of Escrowed Consideration Shares discharging the royalty obligations set forth in the Education Market License by paying to Seller an amount equal to $3,500,000, which has a total value, as specified in Section 3(aroyalty discharge amount shall be paid within thirty (30) days after the closing of the Escrow Agreement, equal to the lower of EUR 800,000 (in words eight hundred thousand euros) and the amount of the Negative Difference. A transfer of such Consideration Shares shall constitute a mutual set-off of the Seller’s obligation to repay the amount of the Negative Difference against the Purchaser’s obligation to pay for the Consideration Shares. 5.2 If the Negative Difference exceeds EUR 800,000 (in words eight hundred thousand euros), the Seller shall repay to the Purchaser the amount of the Negative Difference exceeding EUR 800,000 by a cash payment to the Purchaser. 5.3 If the Actual Net Current Assets exceed the Required Net Current Assets, the Cash Consideration shall be increased following Completion by the amount by which the Actual Net Current Assets exceed the Required Net Current Assets. 5.4 Any payment (and/or transfer of any of the Escrowed Consideration Shares, if applicable) resulting from the adjustment pursuant to clauses 5.1, 5.2 or 5.3 (as applicable) shall be made within twenty (20) Business Days following the day on which either the Purchaser and the Seller agree in writing on the Completion Statement or, in the absence of a written agreement between them, following the day on which the Independent Accountants’ decision as to the Actual Net Current Assets is delivered in writing to the Purchaser and the Seller as contemplated by schedule 6. In case of the transfer of any of the Escrowed Consideration Shares, the Seller and the Purchaser shall jointly instruct the Escrow Agent to release such Escrowed Consideration Shares from escrow. 5.5 The Cash Consideration as adjusted pursuant to clause 5.1 or 5.3 (as applicable) shall be further adjusted following the expiry of 12 months after the date of this agreement by deducting the amount of the trade receivables of the Company shown on the Completion Statement which are not collected and shall remain overdue for more than 12 months after the date of this agreement (the Uncollected Debts). The Uncollected Debts shall be calculated by the Purchaser and notified to the Seller by the Purchaser by a written statement without undue delay following the expiry of 12 months after the date of this agreementAcquisition. In the event of disagreement notified Buyer or its successor does not exercise the foregoing option, the royalty obligations set forth in the Education Market License shall be expressly assumed by the Seller successor company in the Acquisition and continue in full force and effect against said successor. (b) In the event of an Acquisition of the Sold Business within two (2) years after the Closing Date, then, in addition to the Purchaser within fifteen payment of any royalty or royalty buyout under subsection (15a) Business Days above, the Purchase Price shall be increased by an amount calculated as follows (the "Increased Amount") based upon the applicable percentage set forth below of the notification "Net Sold Business Acquisition Proceeds": Portion of the Purchaser’s calculation to the Seller, the principles agreed in schedule 6 and schedule 7 shall apply mutatis mutandis. 5.6 Any payment resulting from the second adjustment pursuant to clause 5.5 shall be made by the Seller to the Purchaser within twenty (20) Net Sold Business Days following the day on which the statement Month of the Uncollected Debts is notified in writing by the Purchaser to the Seller as contemplated by clause 5.5 or, if disputed by the Seller, either (i) the day following the day the Seller and the Purchaser agree on the amount of Uncollected Debt; Sold Business Acquisition Acquisition Proceeds ---------------------------------- -------------------- 1-12 months after Closing Date 10.00% 13-16 months after Closing Date 7.50% 17-20 months after Closing Date 5.00% 21-24 months after Closing Date 2.50% 25 or (ii) in the absence of such agreement within the period stipulated under paragraph 3(b) of schedule 6 within twenty (20) Business Days following the day on which the matter is decided by the Independent Accountants. 5.7 If any amount of the Uncollected Debts is received by the Company more months after a payment has been made pursuant to clause 5.6, the Purchaser shall repay an equal sum to the Seller within twenty (20) Business Days following the day on which the payment is received by the Company. 5.8 If either any trade receivables of the Company which have been written off as bad debts, and hence which have not been taken into account in the Completion Statement, or any Uncollected Debts are subsequently received by the Company, the Purchaser shall pay to the Seller a sum equal to the amount, net of any Taxation due, of those trade receivables subsequently received by the Company, within twenty (20) Business Days following the day on which the payment is received by the Company. 5.9 If any specific provision in respect of a liability has been made by the Company and taken into account in the Completion Statement, and that liability does not arise, or does arise but is less than the amount of the relevant provision, the Purchaser shall pay to the Seller a sum equal to the amount, net of any Taxation due, of the amount by which the provision exceeds the relevant liability, within twenty (20) Business Days following the day on which the payment is received by the Company. 5.10 It is acknowledged by the parties that Required Net Current Assets has been set at a level which includes an anticipated amount of EUR 82,505.40 of Tax carry back losses to be utilised in 2009 (the 2009 Carryback). For the avoidance of doubt, the actual amount of the 2009 Carryback shall be agreed or determined in accordance with schedules 6 and 7, as with all other elements of Actual Net Current Assets. 5.11 If, according to the Completion Statement, Actual Net Current Assets (including, for the avoidance of doubt, the agreed or determined amount of the 2009 Carryback) are EUR 900,000 (in words: nine hundred thousand euro) or more, not taking into account an anticipated amount of EUR 99,829 of Tax carry back losses to be utilised in 2010 (the 2010 Carryback), then the amount of the 2010 Carryback, subject to agreement or determination of the actual amount of that 2010 Carryback in accordance with schedules 6 and 7, shall be added as a current asset to Actual Net Current Assets for the purposes of ascertaining the amount of any adjustment pursuant to this clause 5. If Actual Net Current Assets, including, the agreed or determined amount of the 2009 Carryback but not taking into account the 2010 Carryback, are less than EUR 900,000, no account shall be taken of any amount of the 2010 Carryback.Closing Date 0.00%

Adjustment to Cash Consideration. 5.1 If In arriving at the Actual Net Current Assets calculated Cash Consideration set forth in accordance with schedule Section 5 above and the royalty payments set forth in Section 6 and schedule 7 are less than above (collectively, the Required Net Current Assets (Negative Difference"Purchase Price"), the Cash Consideration parties have attempted to make a reasonable and good faith allocation of value between the assets and business being sold or transferred to Newco under this Agreement (the "Sold Business") and the assets and business being retained by Seller (the "Retained Business"). However, neither party is entirely comfortable that the Purchase Price properly reflects the appropriate allocation of value between the Sold Business and the Retained Business. Therefore, Seller and Newco hereby agree that the Purchase Price shall be reduced following Completion by adjusted as set forth below in the amount event there is an acquisition, merger, or sale of all or substantially all of the Negative Difference, provided that up to EUR 800,000 assets (in words eight hundred thousand eurosthe "Acquisition") of the Negative Difference may be repaid by Sold Business or Retained Business: (a) In the Seller to the Purchaser, instead event of from the Cash Consideration, by the transfer to the Purchaser an Acquisition of the number Sold Business, Newco or its successor shall have the option of Escrowed Consideration Shares which has a total value, as specified discharging the royalty obligations set forth in Section 3(a6 above by paying to Seller an amount equal to $3,500,000, which royalty discharge amount shall be paid within thirty (30) days after the closing of the Escrow Agreement, equal to the lower of EUR 800,000 (in words eight hundred thousand euros) and the amount of the Negative Difference. A transfer of such Consideration Shares shall constitute a mutual set-off of the Seller’s obligation to repay the amount of the Negative Difference against the Purchaser’s obligation to pay for the Consideration Shares. 5.2 If the Negative Difference exceeds EUR 800,000 (in words eight hundred thousand euros), the Seller shall repay to the Purchaser the amount of the Negative Difference exceeding EUR 800,000 by a cash payment to the Purchaser. 5.3 If the Actual Net Current Assets exceed the Required Net Current Assets, the Cash Consideration shall be increased following Completion by the amount by which the Actual Net Current Assets exceed the Required Net Current Assets. 5.4 Any payment (and/or transfer of any of the Escrowed Consideration Shares, if applicable) resulting from the adjustment pursuant to clauses 5.1, 5.2 or 5.3 (as applicable) shall be made within twenty (20) Business Days following the day on which either the Purchaser and the Seller agree in writing on the Completion Statement or, in the absence of a written agreement between them, following the day on which the Independent Accountants’ decision as to the Actual Net Current Assets is delivered in writing to the Purchaser and the Seller as contemplated by schedule 6. In case of the transfer of any of the Escrowed Consideration Shares, the Seller and the Purchaser shall jointly instruct the Escrow Agent to release such Escrowed Consideration Shares from escrow. 5.5 The Cash Consideration as adjusted pursuant to clause 5.1 or 5.3 (as applicable) shall be further adjusted following the expiry of 12 months after the date of this agreement by deducting the amount of the trade receivables of the Company shown on the Completion Statement which are not collected and shall remain overdue for more than 12 months after the date of this agreement (the Uncollected Debts). The Uncollected Debts shall be calculated by the Purchaser and notified to the Seller by the Purchaser by a written statement without undue delay following the expiry of 12 months after the date of this agreementAcquisition. In the event of disagreement notified Newco or its successor does not exercise the foregoing option, the royalty obligations set forth in Section 6 above shall be expressly assumed by the Seller successor company in the Acquisition and continue in full force and effect against said successor. (b) In the event of an Acquisition of the Sold Business within two (2) years after the Closing Date, then, in addition to the Purchaser within fifteen payment of any royalty or royalty buyout under subsection (15a) Business Days of the notification of the Purchaser’s calculation to the Sellerabove, the principles agreed in schedule 6 and schedule 7 shall apply mutatis mutandis. 5.6 Any payment resulting from the second adjustment pursuant to clause 5.5 Purchase Price shall be made increased by the Seller to the Purchaser within twenty (20) Business Days following the day on which the statement of the Uncollected Debts is notified in writing by the Purchaser to the Seller an amount calculated as contemplated by clause 5.5 or, if disputed by the Seller, either (i) the day following the day the Seller and the Purchaser agree on the amount of Uncollected Debt; or (ii) in the absence of such agreement within the period stipulated under paragraph 3(b) of schedule 6 within twenty (20) Business Days following the day on which the matter is decided by the Independent Accountants. 5.7 If any amount of the Uncollected Debts is received by the Company after a payment has been made pursuant to clause 5.6, the Purchaser shall repay an equal sum to the Seller within twenty (20) Business Days following the day on which the payment is received by the Company. 5.8 If either any trade receivables of the Company which have been written off as bad debts, and hence which have not been taken into account in the Completion Statement, or any Uncollected Debts are subsequently received by the Company, the Purchaser shall pay to the Seller a sum equal to the amount, net of any Taxation due, of those trade receivables subsequently received by the Company, within twenty (20) Business Days following the day on which the payment is received by the Company. 5.9 If any specific provision in respect of a liability has been made by the Company and taken into account in the Completion Statement, and that liability does not arise, or does arise but is less than the amount of the relevant provision, the Purchaser shall pay to the Seller a sum equal to the amount, net of any Taxation due, of the amount by which the provision exceeds the relevant liability, within twenty (20) Business Days following the day on which the payment is received by the Company. 5.10 It is acknowledged by the parties that Required Net Current Assets has been set at a level which includes an anticipated amount of EUR 82,505.40 of Tax carry back losses to be utilised in 2009 follows (the 2009 Carryback). For "Increased Amount") based upon the avoidance "Net Sold Business Acquisition Proceeds": Portion of doubt, the actual amount Net Sold Business Month of the 2009 Carryback shall be agreed Sold Business Acquisition AcquisitionProceeds ---------------------------------- ------------------- 1-12 months after Closing Date 10.00% 13-16 months after Closing Date 7.50% 17-20 months after Closing Date 5.00% 21-24 months after Closing Date 2.50% 25 or determined in accordance with schedules 6 and 7, as with all other elements of Actual Net Current Assets. 5.11 If, according to the Completion Statement, Actual Net Current Assets (including, for the avoidance of doubt, the agreed or determined amount of the 2009 Carryback) are EUR 900,000 (in words: nine hundred thousand euro) or more, not taking into account an anticipated amount of EUR 99,829 of Tax carry back losses to be utilised in 2010 (the 2010 Carryback), then the amount of the 2010 Carryback, subject to agreement or determination of the actual amount of that 2010 Carryback in accordance with schedules 6 and 7, shall be added as a current asset to Actual Net Current Assets for the purposes of ascertaining the amount of any adjustment pursuant to this clause 5. If Actual Net Current Assets, including, the agreed or determined amount of the 2009 Carryback but not taking into account the 2010 Carryback, are less than EUR 900,000, no account shall be taken of any amount of the 2010 Carryback.more months after Closing Date 0.00%